Code ofEthics for Senior Financial Officers of

CommercialNational Financial Corporation and Commercial Bank & Trust ofPA

This Code of Ethics forSenior Financial Officers (Code Ethics) applies to the principalexecutive officer and principal financial officer (Senior FinancialOfficers) of Commercial National Financial Corporation, andCommercial Bank & Trust of PA, its subsidiary bank, includingany other subsidiary of the Corporation (collectively known as theCorporation). Currently, the principal financial officer also actsas the principal accounting officer. 

        Each Senior Financial Officer shall:

       

1    Engagein and promote honest and ethical conduct, including the ethicalhandling of actual or apparent conflicts of interest betweenpersonal and professional relationships.

2   Provide full, fair, accurate, timely, and understandable disclosurein reports and documents that the Corporation submits to the SECand in other public communications made by theCorporation.

3   Comply withthe laws of federal, state and local governments that areapplicable to the Corporation, and the rules and regulations ofprivate and public regulatory agencies that have jurisdiction overthe Corporation.

4   Protect the confidentiality of non-public information about theCorporation and its subsidiaries and their customers and consumers,to prevent the unauthorized disclosure of such information unlessauthorized to disclose such information.

5   Promptly report any violation of this Code of Ethics to the AuditCommittee. A Senior Financial Officer may choose to remainanonymous in reporting possible violations of this Code of Ethicswith no course of action taken against the person reporting theviolation.

The Corporation’sSenior Financial Officers are on notice that they will be heldaccountable for their adherence to this Code of Ethics and thattheir continued employment by the Corporation depends on their fullcompliance with the policies stated in this Code. Violations ofthis Code of Ethics may also constitute violations of law and mayresult in civil and criminal penalties for the officers and/or theCorporation.

Senior Financial Officersare prohibited from directly or indirectly taking any action tofraudulently influence, coerce, manipulate or mislead theCorporation’s independent public auditors for the purpose ofrendering the financial statements of the Corporationmisleading.

This Code of Ethics willbe reviewed at least annually and revised, if necessary, to reflectchanges in applicable law or regulation and to cover new ethicalissues as they arise. The nature of any amendment to the Code ofEthics shall be disclosed to the Corporation’s shareholdersby filing a Current Report on Form 8-K with the SEC or by providingsuch disclosure on the Company's Internet website.

A waiver to any provisionsof this Code of Ethics shall be granted only by theCorporation’s Board of Directors. The nature of any suchwaiver shall be disclosed to the Corporation’s shareholdersby filing a Current Report on Form 8-K with the SEC or by providingsuch disclosure on the Corporation’s Internetwebsite.

                             

CommercialNational Financial Corporation

CommercialBank & Trust of PA

Code ofEthics for Senior Financial Officers

I acknowledge that I havereceived and read the Commercial National Financial CorporationCode of Ethics for Senior Financial Officers, dated March 16, 2004,and understand my obligations as an employee to comply with theCode of Ethics.

Such Code states thatI:

1    Engagein and promote honest and ethical conduct, including the ethicalhandling of actual or apparent conflicts of interest betweenpersonal and professional relationships;

2   Provide full, fair, accurate, timely, and understandable disclosurein reports and documents that the Corporation submits to the SECand in other public communications made by theCorporation;

3   Comply withthe laws of federal, state and local governments that areapplicable to the Corporation, and the rules and regulations ofprivate and public regulatory agencies that have jurisdiction overthe Corporation.

4   Protect the confidentiality of non-public information about theCorporation and its subsidiaries and their customers and consumers,to prevent the unauthorized disclosure of such information unlessauthorized to disclose such information.

5   Promptly report any violation of this Code of Ethics to the AuditCommittee. A Senior Financial Officer may choose to remainanonymous in reporting possible violations of this Code of Ethicswith no course of action taken against the person reporting theviolation.
|      |  |           |
|------|--|-----------|
| Date |  | Signature |